L. VAN STILLMAN, P.A. 1177 GEORGE BUSH BOULEVARD, SUITE 308
308 ATTORNEY-AT-LAW DELRAY BEACH, FLORIDA 33483
TELEPHONE (561) 330-9903
L. VAN STILLMAN FACSIMILE (561) 330-9116
ADMITTED IN FLORIDA AND PENNSYLVANIA E-MAIL [email protected]
September 12, 2000
Aqua Clara Bottling and Distribution, Inc.
1315 Cleveland St.
Clearwater, Florida 33755
RE: AQUA CLARA BOTTLING AND DISTRIBUTION, INC.
REGISTRATION STATEMENT S-1 (FILE NO. 333-36788)
Gentlemen:
At your request, I have examined the Registration Statement on Form
S-1/A (the "Registration Statement") filed by Aqua Clara Bottling and
Distribution, Inc. (the "Company"), a Florida corporation, with the Securities
and Exchange Commission with respect to the registration under the Securities
Act of 1933,
as amended, of 27,213,710 shares of Common Stock, no par value,of the Company
(the "Common Stock") to be sold by certain selling shareholders of the Company,
as identified in the Registration Statement.
As your corporate counsel, and in connection with the preparation of
this opinion, I have examined the originals or copies of such documents,
corporate records, certificates of public officials and officers of the Company,
and other instruments related to the authorization and issuance of the Common
Stock, as I deemed relevant or necessary for the opinion expressed herein. Based
upon the foregoing, it is my opinion that the shares of Common Stock to be sold
by the selling shareholders will, when sold, be legally issued, fully paid, and
nonassessable and that the Company has the power, and has properly issued the
Shares.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to the use of my name in the "Legal
Matters" section of the Registration Statement, including the Prospectus
constituting a part thereof, and any amendments thereto.
Very truly yours,
LAW OFFICE OF L. VAN STILLMAN, P.A.
/s/ L. VAN STILLMAN
------------------------
L. Van Stillman, Esq.
LVS:kni
